Friendship is Prime: Magic Hunters
by kidanarchy2105
Summary: Takes place a few weeks after MLP/ TF: FiP. Starsceam and Airachnid have reunited, and are planning to kidnap a very important pony. But not everything goes as planned. New allies and enemies appear, and well, let's just say one of them is KING! 'Nuff Said.
1. Regret

Starscream sat in his new dwelling, a cave, thinking. Oh, how the tides had turned. A few weeks ago, the Autobots were at the Decepticon's mercy. They had destroyed their base, and captured Optimus Prime. The Autobots were even spread thin to boot. But now? Now, everything had changed. Megatron was Optimus's friend, ever since the ponies "cured" him of his hatred. 'Cured, ha! More like poisoned if you ask me.' Starscream thought. 'Hate fuels ambition, which in turn fuels conquest.' It just wasn't fair; Starscream had finally accepted his position as a subordinate, and then this happens. Starscream got up, started pacing, and began talking to himself.

"Oh, the cruel irony. I am finally the leader of the Decepticons, and it's by default! Why?! Why did those fools go with Megatron?! The Decepticons should be ruling Cybertron by now! But instead, the accursed Autobots and their pony friends have restored 'peace'. Peace could've just as easily been established by eradicating every last Autobot. Oh, lady luck, you are a fickle mistress." Starscream said, furious. In fact, he was so furious, he didn't see a sleek figure sneak into his cave.

"Wallowing, now are we, Starscream?" said a female voice from above.

Starscream looked up so fast his head nearly dislocated. He saw a familiar spider-like Decepticon in front of him. "Airachnid?! How did you get in here?" he asked, startled.

Airachnid smiled, and began to explain. "In case you forgot, this is a cave. It's not exactly protected by the Cybertronian Elite Guard."

Starscream fidgeted, and chuckled nervously. "Oh, yes. I forgot about that." he said. Then, he jumped up, as if in epiphany. "Wait, why aren't you with Megatron and the Autobots?"

"You mean the Care Bears? They're too busy hugging and talking about their feelings, to do anything productive. And Arcee and I aren't exactly Besties." Airachnid answered.

"Fair enough. Now, let's begin plotting the Reign of Starscream." said the Seeker.

"The reign of Starscream? Ha! I'm in command here." Airachnid responded.

"You?! I'm obviously the most qualified. I've been around since the first generation of Decepticons. Compared to me, you've been around for three Earth seasons." Starscream said, arrogantly.

"Yes, but in those 'three seasons' I've accomplished more than you're entire Decepticon career." Airachnid rebutted.

"Oh, really? Name some of those accomplishments." Starscream inquired.

"I brought an entire hive of Insecticons to the Decepticon ranks, I personally took care of Tailgate, and I nearly killed Megatron." Airachnid listed.

"Yes, but you couldn't have found the Insecticons without me, killing an Autobot isn't a great achievement, and nearly killed Megatron doesn't count for scrap!" Starscream said, rebuking Airachnid's claims.

Airachnid held her chin in thought. "True," she said, "but I have a plan for revenge. Do you?"

Starsceam looked at her astounded. She might have actually bested him. "Well, I... um... no."

"I thought as much. Now allow me to explain my plan." Airachnid said.


	2. Always Greener

Celestia sat in her thrown-room, completely bored. She looked around the room, the plush velvet drapes, the royal purple garnishes, it all seemed so extravagant and fancy. But right now Celestia was tired of fancy. It had been about three weeks since the Autobots had ended their war, and since then there hadn't seemed to be any kind of excitement in Equestria. a) Because nothing seemed exciting compared to Giant transforming robots, and b) because everypony had been a bit frightened after Celestia's speech a few weeks ago. In it, she thanked the Autobots, but she also explained a bit about their background. When she told them about the war on Cybertron, all of her Little Ponies seemed shocked. The prospect of war hadn't really occurred to them, or at least not inter-species war. It had frightened them to the point that they were afraid of any confrontation. And so, Celestia waited for something exciting to happen.

A few minutes later, something moderately interesting happened. Celestia had just remembered that the day was almost over, (she was really wrapped up in her own boredom) and decided to start setting the sun. She went outside to begin her daily task, and saw a dark, winged and horned figure. Against the orange backdrop of the setting sun the pony looked beautiful, and Celestia welcomed her over.

"Hello, Luna." Celestia said, still lowering the sun.

Luna looked at her sister, and smiled. It was nice to be back. After nearly a millennium of exile on the moon, she was now back with her sister. Of course, that had happened a few months ago, with the help of Celestia's star student, Twilight Sparkle, and her friends. She couldn't imagine how Celestia had done both of their jobs for so long. Luna had been thinking for about twenty seconds, before realizing she hadn't answered.

"Hello, sister." Luna answered, slightly embarrassed.

Celestia looked back, a bit confused at her sister's delayed reaction, but shook her head and moved on. By now, she had already set the sun, and Luna had now begun her job of raising the moon. "How was your day?"

"Oh, it went well, mostly." Luna answered, concentrating on her task.

Celestia raised an eyebrow in suspicion. "Mostly?" she asked.

"It would seem we come off as a bit intimidating to your guards." Luna said. "Why exactly do we need guards, again?"

Celestia rolled her eyes. Since she had returned, Celestia had told Luna at least fifty times why they had guards. "We have guards, not because we need them, but because our people need them. We are authority figures; if we are attacked, even unsuccessfully, it makes us look vulnerable, and that causes anarchy. Now, would you mind telling me about this _intimidation_ you said my guards felt around you?" Celestia finished.

"Well," Luna explained, "we were courting one of the guards."

"You mean flirting?" Celestia asked. It seemed like her sister would never get the hang of the new vernacular.

"Um, yes flirting. So anyways, we were flirting with him, and he told us he would be back in a minute, but he never returned." Luna told her sister, pouting. She really hoped Celestia could help her. Even as children, Celestia always led the way, and now Luna needed her help in the field of relationships.

"Well, did you say anything intimidating?" Celestia asked. Her sister could often be frightening without even meaning to be.

"No. Our exact words were, 'You seem to be a fine stallion. I wonder if you would like to dine with us, perhaps." Luna said, confused and frustrated.

Celestia thought. It didn't seem like an intimidating thing to say. Then, she remembered one crucial detail. "Did you use the Royal Canterlot Voice?"

"Why of course, sister! It is only proper!" Luna said. Sometimes her sister could ask some very annoyingly obvious questions. She looked around impatiently. She had finished raising the moon, and the night air was cool on her fur, but she didn't notice, as she was too preoccupied.

"Well, there is your problem, sister." Celestia said. "Nowadays, ponies don't expect to be talked to that way."

"But sister we are their leaders! Surely we must-"

"No Luna. Ponies respond to being talked to in a calm, soothing voice. Especially when being asked out by royalty." Celestia explained.

Luna put her head down. She only now noticed the coolness of both the air, and her sister's mood. Celestia approached her Luna and put her hoof on Luna's shoulder.

"Don't worry, Luna. You'll get the hang of it." Celestia said, as she approached the palace. She opened the large white doors, and stepped inside.

* * *

Luna stood at her post, guarding Equestria by night. So far, it had been quiet, aside from a brief prank by Celestia's pet, Philomeena. Luna rested her head. It was a beautiful night, the stars were shining in the sky against the black backdrop. But it was also incredibly boring. She felt somewhat jealous of her sister. It couldn't possibly get this boring during the day. Why did she have the night shift. Luna stopped when she realized it was just this type of thinking that turned her into Nightmare Moon, and got her sent to the moon.

"Don't think like that, Luna. We are very lucky. Nopony else gets to see such a beautiful skyline. And we're Equestria's only hope against night-time invaders." Luna said to herself. She started chopping at the air, practicing what she would do to any intruders. Suddenly, she heard a booming coming from the sky.

She looked up and saw a fighter plane, silver and sleek, flying straight towards her. It had an emblazoned insignia on it. It was a purple and pointy face.

"What is that?!" Luna asked herself.

Then, the plane landed, and parts of it started shifting. Luna gasped. This must have been the Decepticon Celestia warned her about. She said there was one left, and this must have been it.

She trotted towards the silver giant, trying to remember its name. Star-shouter? No. Space-Screamer. No. Starscream. Yes. Starscream.

"STARSCREAM WE WOULD SUGGEST YOU YIELD, FOR NONE CAN FACE THE MIGHT OF A PRINCESS!" Luna said, in the Royal Canterlot Voice.

Starscream smiled. "The princess? This is easier than I could've ever imagined." he said, as he fired a missile.

Luna dodged the missile, but didn't see the next one through the smoke. It hit her, and she flew towards a wall. Starscream quickly followed, and delivered a swift kick. He grabbed her, but she squirmed in his hand. She kicked, and he let go. Luna flew, wings outspread, and blasted Starscream.

"Aah! How dare you! I am Starscream, Scourge of the Universe. You will pay for that." Starscream said, as he geared up for more fighting.

"Bring it on, whelp." Luna said, motioning her hoof to say 'bring it' as well.

Starscream punched, but Luna dodged, and bucked his leg, causing him to lose balance. Luna laughed.

Starscream decided that enough was enough, and changed back into a jet, and slammed into Luna. Then, while she was on the floor, he bombarded her with missiles. After all this, however, Luna still managed to stumble to her hooves, albeit barely.

"What does it take to get you down?!" Starscream asked, barely stifling a shout. He couldn't afford to be caught.

He walked towards the groggy Luna, and kicked her to the wall. She got up again, and started walking towards the seeker.

"YOU WILL NOT DEFEAT ME, PUNY DECEPTICON! WE ARE PRINCESS L-" she said, before finally passing out from exhaustion.

Starscream sauntered to her position. "Who's the whelp now, Princess?" he said, as he delivered one final, disrespectful kick to her side. He scooped her up, threw her in the air, transformed, and opened his cockpit, allowing her to fall in.

* * *

Celestia poked her head out the window, to see the cause of the loud noises that had woken her up. 'Luna, I need my sleep', she thought. 'This better not be you just messing around'. Lately, Luna had grown a rather tiresome penchant for practical jokes. Celestia would have to give her a talk in the morning.

Right now, however, she walked to her window, peering out. She looked out and rubbed her eyes, trying to make sure she wasn't mistaken. Starscream was carrying away Luna.


	3. Captives and Conflicts

"YOU IDIOT!" a booming voice said inside a cave. The space was cramped (for a Cybertronian), and one had to slouch to fit in. But now one of the two remaining Decepticons was in that cave, trembling. Starscream shook in fear of what Airachnid would do. His wings drooped, and if robots could sweat, he'd be soaked.

"I give you ONE SIMPLE TASK, and you SCREW IT UP." Airachnid said. If Cybertronians could get sore throats, she wouldn't be able to talk right now. But they didn't, so she continued yelling, her extra arms swinging to and fro as she did so.

"I told you get the pony with wings, a horn, and a cloudy mane. There were only two possible choices. TWO. POSSIBLE. CHOICES." Airachnid continued.

Starscream looked at the cage which held their prisoner. He had indeed captured a pony princess. But it was the wrong one. He looked at her, dark blue fur, and grimaced. He was gonna get it now. Airachnid was angrier than Megatron was when Starscream failed. The old saying was true, 'Unicron hath no fury like a fem-bot scorned'.

"How was I to know? You never told me what coat color. All you said was-" Starscream started, before being interrupted.

Airachnid swung at his head, but he dodged her swift left hook, hitting the cave wall. "I know what I said! I just thought that after all your boasting, you would be able to get the job done." Airachnid said, angrily.

"Well it's your fault! It isn't as easy as it sounds." Starscream responded.

Airachnid sighed. Starscream noticed this and moved back, cautiously. "You know what?" Airachnid asked. She looked around the cave. It was damp, and dark and unfit for the future ruler of Cybertron to dwell in. She looked over to were she had hit the wall. A large hole was now embedded in the rock. She really wished Starscream hadn't ducked.

"What?" Starscream asked, nervously. It wasn't his fault. She told him to get Princess Celestia, the most powerful pony, and an Alicorn. But he had never seen this princess, and she didn't tell him there were two of them. He just grabbed the one that said she was a princess. Now she was in a cage, and Starscream had to answer for his mistake.

"It is my fault." Airachnid said. She took a deep breath, and stood firm.

"Really?" Starscream asked, surprised. "I mean, I knew I was right, but to hear you admit it! Wow!"

"I was wrong to think a SCRAP-HEAD LIKE YOU COULD GET THE JOB DONE." Airachnid shouted. She grabbed Starscream, threw him, and walked towards him, menacingly. Starscream whimpered. "If you want something done right, you have to do it yourself."

"What do you mean?" Starscream asked, meekly. He was wary of getting another trouncing.

"I'll just kidnap Celestia myself." Airachnid said, making Starscream laugh.

He stopped laughing when Airachnid reproached him. "What's so funny?" she asked, although she doubted Starscream would answer.

To her amazement, he did. "Well, I barely caught this one. There were a hundred guards, and snipers stationed outside the-" Starscream started.

"LIES!" boomed a voice from the other side of the cave.

The two 'Cons immediately turned their heads, to see the formerly unconscious pony princess of the night, now up and about, though still in her cage. "HE ATTACKED AT NIGHT! HARDLY ANYPONY WAS AWAKE! IN FACT THE ONLY REASON HE DEFEATED US, WAS THAT MY WE WAS FOCUSED ELSEWHERE!"

Airachnid raised an eyebrow. "Really? What else can you tell me about Starscream's attack?" she asked, smiling.

"NOTHING! HE WAS ONLY THERE BRIEFLY, BEFORE FOALNAPPING US!"

"Hmm, seems I have something to tell your superiors. Oh, wait! I am your superior!" Airachnid said. Her sarcasm was about as subtle as Optimus parking in the middle of a mall.

"What's wrong with that pony? Why does she keep shouting?" Starscream asked, annoyed. He raised his hands in gesture while talking.

"Maybe she suffered a serious blow to the head. How hard did you hit her?" Airachnid asked, concerned about their ransom, but not at all about the pony's well being. She was ready to beat Starscream some more if necessary.

"I didn't hit her at all. I simply launched a missile, and then kicked her." Starscream answered, matter-of-factly.

"A missile? A MISSILE! DO YOU HAVE ANY IDEA WHAT THAT COULD HAVE DONE TO HER?" Airachnid asked. She started moving in on her punching bag.

The aforementioned punching bag started moving away slowly. "When did you grow a sense of empathy? And for ponies, too."

"Ha! You think I-"

"ENOUGH!" Luna shouted. "WE THANK YOU FOR YOUR DEFENSE." The volume caused a few stalactites to fall to the ground.

"I was just concerned about my revenge." Airachnid said, waving away the pony's thank you.

"FINE! AS FOR THE REASON WE SPEAK THIS WAY, THIS IS THE ROYAL CANTERLOT VOICE. IT IS PROPER TO ADDRESS COMMONERS THIS WAY." Luna said, never lowering her voice.

"Commoners! Why I am insulted! Hmph, you are standing in the presence of the two highest ranking Decepticons in the universe." Starscream said, with a flourish. He smiled, waiting for an apology.

"We're the only two left." Airachnid reminded Starscream. She had calmed down, but she still wanted to beat the scrap out of Starscream. Not because she was mad, but because it had been fun earlier.

"INSULTING?! WE ARE THE SECOND MOST POWERFUL PONY IN ALL OF EQUESTRIA! THIS CAVE IS INSULTING! THIS CAGE IS INSULTING!" Luna informed the two. She couldn't believe the indignities she was facing. First being carried away like a sack of potatoes, and now listening to these two argue.

"You don't like the cage? If you're so powerful, then escape!" Starscream told her, confidently.

"FINE! WE WILL!" Luna said, beginning to charge her horn. In an instant, her horn was glowing, and it then released a bright beam, instantly vaporizing her cage.

"Great job, Starscream. Now she's loose." Airachnid sarcastically commented.

Luna dashed forward and delivered a swift kick in the gut to Starscream. Starscream flew forward, and winced. A few rocks fell, one of which hit Starscream. Then, Luna tried to kick Airachnid, but the 'Con dodged it. She grabbed Luna in her left hand and smiled. Time to play.

"What's wrong? Can't handle a competent opponent?" Airachnid asked, as she felt the pony struggle to escape. She flicked Luna's face, knocking her out, and laughed.

At least, it seemed like she knocked her out. As Airachnid set Luna down, the pony princess delivered a kick that would impress Applejack. Starscream lurched forward, but Luna dispatched him with a single laser.

Airachnid got up, however, and she was ANGRY.

"You picked the WRONG day to do this, pony." She said, walking towards her. Luna did not back down, and flew up to Airachnid's face.

"YOU PICKED THE WRONG PONY TO MESS WITH US, DECEPTICON!" Luna said, as she flew forward.

Airachnid greeted her with a slap, and then webbed her to the wall. Luna tried to escape the webs, to no avail.

"Don't waste your energy. Those webs are strong enough to hold Megatron himself." Airachnid said.

She slowly made her way to Luna, and sh then bombarded her with a full on assault of punches. Then she grabbed her Energon taser, and gave Luna a shock that would have left Optimus Prime kneeling.

"You have no idea who you're dealing with." She said, as she set the pony down to prevent further injury, and looked at the cage. She noticed a few twitches, and then the pony was still. Luckily, organics relied on oxygen to retain consciousness.

"How did she break out?! You should've kept a tighter lid on her!" Airachnid seethed. She considered herself a highly controlled individual, but if Starscream managed to screw up one more thing, she just might snap.

"I don't know! You should have alerted me of her power." Starscream responded. If there was a 'Con who just didn't know when to shut up and own up, it was Starscream.

"You seem to underestimate all your opponents. I would rather you overestimate them. From now on, give every opponent everything you have. Although I realize that's not that much." Airachnid said, regaining composure. Taking a verbal shot at Screamy was way to avoid bashing his circuits in.

Airachnid looked down at the pony, and grabbed her body. She looked around the cave, and noticed the Energon taser. She put Luna in her cage and grabbed the smooth high-tech staff. She switched it's switch to "motion activation", and put it under the cage. Now if their captive moved, she would get the shock of her life.

* * *

Luna lifted her head. She opened her eyes, expecting her lush room in Canterlot, and instead seeing dark, gritty cave walls. She then thought back to her encounter with the Decepticons. She had thought it was a dream. But it was no dream. It was a nightmare she couldn't escape by waking up.

She looked up and saw her two captors, arguing. She couldn't make out the words, but the female one seemed to be yelling at the male one.

"YOU TWO! LET US GO! YESTERDAY, YOU TWO BOTH LAID HANDS ON US, BUT WE WILL FORGIVE IT, IF YOU LET US GO NOW!" Luna said. She looked around for a way to escape in the (highly likely) chance they would decline her gracious offer.

"You don't seem to get who's calling the shots around here, do you? You're our prisoner, don't forget that. And for Primus' sake, would you please stop with the Royal Canterlot Voice?" Airachnid told Luna, threateningly. She looked at the pony, ready to inflict punishment for whatever she said.

"WE ARE THE SISTER OF CELESTIA! SHE WILL COME FOR US! AND WHEN SHE DOES, SHE WILL NOT SHOW YOU THE MERCY WE HAVE OFFERED!" Luna said, staying strong. The threats they gave her were nothing. She had spent a thousand years on the moon; she could handle this.

"Sister? Good. I can work with that." Airachnid said, deviously.


	4. Forgiveness

Optimus sat, looking around the newly restored halls of Vector Sigma. The walls glowed a bright blue, and metallic structures hung low. Optimus smiled. Everything was back to the way it was.

A hulking grey Autobot walked in, his steps audible. The crimson and blue Goliath turned around to see an old friend.

"Megatronus! What brings you here? Last I heard, you were helping the _former_ Decepticons to adjust to their new faction." Optimus asked his friend, visibly curious. He lowered his face-plate, showing his smooth features, and walked towards Megatronus. His steps were almost as loud as those of the former Decepticon leader. _Almost_.

Megatronus looked around the room. He couldn't believe that he was in the Hall of Primes. Then again, these days he was hearing a lot of things he couldn't believe. Apparently, he had lead a war against his best friend, that had cost thousands of their friends and comrades their lives. It made him feel like an outsider; all the other 'Bots seemed either distrusting or resentful towards him. He didn't really blame them though. After what he'd done, it seemed a more than appropriate response. Although, it sometimes seemed they would never forgive him. Like he would be a misfit forever, cast out like a leper. He shook his head to clear his mind, and walked over to Optimus.

"Well, Optimus," he began.

"Please, dispense with the formalities, Megatronus. The war is over, and soon there will be a new generation of Primes. Call me Orion." Optimus told his friend.

The two got up and walked around the room. For Optimus, this was a standard sight. After spending so much time there, it had lost its sense of wonder for the Autobot leader. But Megatronus stared in amazement like a protoform seeing himself transform for the first time.

That sense of childlike awe was interrupted when Optimus prodded him further.

"You were going to ask something?" he said. In the dim light of hall, Optimus glowed like a beacon of hope, not there was much need for one after the war was over.

Megatronus began to talk, sheepishly. "Well, it seems a lot of the newly restored Autobots are having a hard time accepting me as a real friend. Optimus, could you please tell me what exactly I did. I know it was bad, terrible even, but I need to know. If I'm to make amends, I must know." He looked down, and frowned a bit, although his was an nonthreatening frown.

Optimus sighed. This was the conversation he had been dreading. He had just gotten his best friend back, and he didn't want to burden their newly restored friendship by bringing up the past. But now, he could dodge it no longer. He gestured for Megatronus to follow him.

"Yes, Megatronus. I will tell you the whole story." Optimus began, as he sat back down. "Millennia ago, you and I had a falling out. You believed that by becoming a Prime, I was selling out our ideals to become another aristocrat. After an argument, you left, bitter."

Megatronus leaned in closer, intent on hearing every last word his companion had to say. The enormity of the room, couple with the magnitude of what Optimus had to say, made the giant robotic warrior seem no bigger than an inch.

Over the course of the next hour or so, Optimus explained the war for Cybertron to him, in excruciating detail. He could now tell why he was left out. Strangely, Bumblebee, whose voice box he had personally and brutally removed, was one of the few who didn't avoid him. I fact, other than Optimus, he seemed to be the one spending the most time around him. Megatronus turned to tell Optimus about the loyal and forgiving scout, when the two 'Bots heard a knock at the door.

Optimus and Megatronus walked to get the door, clanking on the metal tiles as they did so. They weren't in a rush, however, and that seemed to annoy whoever was knocking. He knocked faster and harder with each passing second, voicing his irritation without ever saying a word. After a few seconds, the two reached the door, and Optimus pressed a sensor.

The door immediately stood up, and outside Optimus saw two very different 'Bots. One, large, taller than Optimus in fact, and with a yellow, orange, red, and black color scheme. The other was sleek and had a much less complicated color scheme, simply white and sky blue.

"Optimus-we-need-your-help-it's-urgent-and-no-othe r-Autobot-can-help-us-not-that-we'd-go-to-another- Autobot-because-you're-the-leader-and-if-we-have anything-to-tell-someone-we'd-tell-the-leader-and- by-the-way-you-are-a-great-one-Alpha-Trion-would-b e-proud-speaking-of-which-you-really-should-start chronicling-the-recent-history-of-Cybertron-up-to- and-including-the-recent-end-to-the-war-I-don't-me an-to-say-that-you-don't-have-more-important-issue s-to-attend-to-it's-just-that-you-were-originally- a-data-clerk-so-you're-the-best-suited-but-I-under stand-if-you" the blue bot said, almost too quickly to understand.

"Blurr. I appreciate you coming to me first, but please talk slower and use less words." Optimus said, looking towards Blurr, the blue 'Bot.

The larger 'Bot stepped forward, and began to speak. "Flashes. Across the sky. Seem danger. Me Grimlock tell Optimus." said the orange one, named Grimlock.

"Grimlock, I realize what I have previously said, but I would prefer you speak a bit faster, and use a few more words." Optimus said, nodding towards the highly intelligent brute.

Blurr decided he had the best chance of getting through to Optimus. "Well you see we saw a light coming from Shockwave's old lair and thought it might be something worth checking out so we came to you. I'm-glad-you-opened-the-door-for-us-otherwise" Blurr said, picking up speed before, being interrupted.

"Thank you Blurr. And you as well Grimlock." Optimus said.

Grimlock grunted in response.

"I appreciate your efforts. Luckily, Shockwave is extremely loyal to Megatronus, and will change his cause readily when news of the war's end reaches him." Optimus said, "Megatronus and I will begin sending out the transmission."

Grimlock looked towards Megatronus and grunted suspiciously. Then, the two visitor's left.

Megatronus and Optimus once again turned towards the magnificent Hall of Primes, and began talking.

"You see the way Grimlock looks at me. Do you think he'll... they'll ever forgive me?" Megatronus asked.

Optimus placed a large silver hand and Megatronus' extremely enormous shoulder. "Give them time old friend."


	5. Search Party!

"Twilight. I think Celestia has a- BURP!" Spike said, as he walked towards the lavender unicorn in question. Green flames spewed from his mouth, as a white piece of parchment landed in his fingers.

A purple unicorn with a purple and pink mane and tale, and a six pointed star on her flank, walked towards the purple and green dragon. She trotted quickly, almost a gallop. Of course, it was only natural. A letter from the princess is special, even if you receive them regularly. She finally made her way to Spike.

"What does it say?" Twilight asked, curious.

"My faithful student Twilight, I ask urgently for your help." Spike read.

"Oh my gosh! What is it?" she asked Spike.

"_Maybe if you let me finish, you'd know._" Spike mumbled to himself.

Twilight seemed intent on listening, but thought she heard Spike mumble. "What was that?" she asked.

"Nothing." Spike said innocently, and continued reading. "Last night, something most terrible happened. My sister, Luna was abducted, by the Cybertronian fugitive Starscream. Unfortunately, he flew away before I could pursue. Twilight, you cannot tell anypony about this, however."

"Why not?" Twilight asked, as she began to pace worriedly around the room. She had dealt with Decepticons before, and knew they were serious business. So why would Celestia ask her not to tell anypony? They needed to round up everypony available, and start searching for Starscream.

Spike looked at his quasi-sister, and snapped his fingers. Twilight was broken from her trail of thought, and looked up, as if awakened from a trance.

Spike continued. "If you were to tell somepony, the news would spread like wildfire. This would no doubt cause panic and unrest, which would lead to chaos, and we both know all too well who thrives on chaos. I will permit you, however, to inform your fellow Element-Bearers, as they could very well help in this crisis."

Twilight realized that her princess and teacher was right, and quickly regained her composure. "Spike, put everything on hold. We have to save Equestria."

* * *

Pinkie was at Sugarcube Corner, eyeing the sweets. Mr. Cake was watching her, making sure she didn't devour all of the pastries, and all of the potential profit along with it.

Pinkie walked towards a customer, who appeared to be inspecting a menu. The brown colt couldn't seem to make up his mind. He was an earth pony, with a black mane, and he seemed to be a few years younger than Applejack's Granny Smith. Pinkie, in all her reality-warping glory, popped up behind him.

"Hi there!" she said.

The colt almost jumped through the blue-tiled ceiling. He looked behind him to see a pink-furred, super-excited pony. Her hair was poofed up, and she had on the biggest smile possible (in fact, it was probably just a little bit impossible, like everything about her). She seemed really happy, although the brown colt couldn't tell why.

"Geez lady, you almost gave me a heart attack." he said, though he wasn't really mad. He had a Manehatten-ish accent. He smiled when he saw the mare behind him, though.

"Sorry." Pinkie said, scratching her hoof at the white ground. Her smile seemed to shrink a bit, though it didn't fade, as it almost never did.

"No problem. Honestly, I just moved here. Way out from the Broncos, right next to Manehatten. Over in the city, nopony really talks to each other, we all just sorta go our own way. Nice to have a conversation, 'specially with a nice young filly like yourself." he said, a bit friendlier than before.

"Oh, that explains a lot. I was wondering why I didn't know you, 'cause I know everypony, and I mean everypony, in this town. You seem really nice, too. What's your name?" Pinkie asked, once again full of energy.

"My name's Cardiac. Used to be a heart surgeon back in the Broncos." he said, gesturing towards his scalpel cutie mark. "So, I was having trouble deciding if I should have the Sweet Apple Pie, or the Pomegranate Creme Cupcakes. You're from around here, whadda ya think?

Pinkie hopped up and down. Now was the perfect opportunity. She stood up on her hind legs, and began doing what she did best.

"_Weeeeell,_

_The cupcakes here are the best,_

_in all Equestria!_

_If you don't believe me,_

_ than ask Celestia!_

_There are cakes and pies and sweets here,_

_they're all extremely good._

_Everything's so tasty,_

_You'd buy it all if you could!"_

She finished with a flourish, and sat back down.

Cardiac began looking around, and when he saw nopony even turned their heads, he realized it must have been a usual occurrence.

"You got some talent there, kid!" Cardiac said, he seemed dazzled, and somewhat confused.

"I know! That's why my cutie mark is so fan-ultra-tastic." she said, as she hopped in circles.

"Well, I gotta go eat some lunch, see ya 'round kiddo." he said, as he waved.

Pinkie waved back, and then she heard the bell at the door. She quickly appeared in front of it, and opened the door, despite it not being locked. She saw a purple figure standing outside her door. She walked up, and said, "Hiya, Twi!"

"Pinkie, I need your help." Twilight said. She put a hoof on Pinkie's shoulder to emphasize the seriousness of the situation.

"Okie dokie lokie!" Pinkie said, her signature smile still planted on her pink face.

Twilight, explained the situation, and Pinkie nodded. When she had finally finished, she turned to Pinkie.

"Understand?" Twilight asked her friend, because you could never be sure when it came to Pinkie.

"Well, duh! Luna's been foalnapped! And it was that meanie Starscream. We're gonna have to beat him up! And he's gonna be all 'I'm sorry, please stop!', and we're gonna be all 'Have you learned your lesson?' And he's gonna be all 'Maybe.' and we're gonna be all 'That's not good enough.' and he's gonna be all-"

"I get it Pinkie." Twilight said. "Now we have to go get the rest of our friends."

"We have to tell everypony else, first." Pinkie said. She turned to the crowd. "Hey everypony! Princess Luna is-" Pinkie shouted, before Twilight covered her mouth.

"We can't tell anypony Pinkie. That would cause a panic." Twilight said.

"Ooh! Okay." Pinkie turned towards the crowd again. "Hey everypony! Never mind what I was telling you! It's top secret, and we don't want to cause a panic!" she yelled.

Twilight facehoofed. Luckily, nopony payed attention, they probably just thought it was more Pinkie craziness. Twilight breathed a sigh of relief.

* * *

The two walked along the path to Rainbow Dash's cloud home. It was a cool day, and the breeze flowed through Pinkie's mane.

"Twilight!" Pinkie said.

"What, Pinkie?" Twilight asked, sure it would be something incredibly silly.

"Do you think Starscream's parents named him Starscream?" Pinkie asked. She started to walk closer to Twilight, and then she

"What?" Twilight asked. Sometimes Pinkie had the weirdest questions.

"Well, Starscream is a weird name, so maybe that's just what he calls himself. What if his real name is Francis?" Pinkie asked, raising an eyebrow.

"I doubt that there's a giant transforming robot named Francis, Pinkie." Twilight said. She rolled her eyes.

"Maybe, but what if there is one? Huh? Huh?" Pinkie asked, further questioning Twilight.

"Pinkie, I don't know. I need you to focus now, okay." Twilight said.

"Yeah! Focusing is what I do best." Pinkie said, smiling wider.

They looked up and saw a huge structure, almost as big as some of the houses on the ground. They had reached their destination.

"Okay Pinkie, now I need to conjure up an anti gravity spell, so we can talk to Rainbow Dash." Twilight said.

Pinkie nodded. "But why don't we just use your balloon?" Pinkie asked, gesturing her arms in the shape of said balloon.

"Pinkie, my balloon is heavy, and requires a lot of energy to get around. How would we get it here?"Twilight asked, hoping Pinkie was happy with the explanation.

"Well, I got it right here!" Pinkie said, and Twilight looked behind Pinkie to see her balloon.

"How did you- I'm not even gonna ask." Twilight said. She climbed in the balloon, and waited for Pinkie, who hopped in next to her.

Twilight's horn began to glow, and then the balloon took off. They flew through a few clouds, and stopped at Rainbow's home.

"Okay, now Pinkie you stay in here, I'm gonna go get Rainbow Dash." Twilight cast a bit of magic, and jumped out of the balloon.

She had never actually been in Rainbow's house, almost nopony had. She walked through the door, and looked around.

"Rainbow Dash?! Rainbow?" she yelled, looking around.

She saw a door that was labeled 'STAY OUT!' and figured it was Rainbow Dash's room.

She knocked on the door, but didn't hear an answer. She poked her head in, and saw Rainbow, sleeping.

"Geez, Rainbow, it's 12:30, and you're still sleeping." Twilight said, although Rainbow didn't hear her.

She looked at Rainbow, who actually looked adorable sleeping, although Rainbow would never say she looked adorable. Twilight got closer, and noticed Dash was mumbling.

"Sure Spitfire... I didn't... Wow."

Twilight giggled. She touched Rainbow's shoulder, and the pegasus turned and then flinched.

Rainbow Dash looked up and saw Twilight. "He Twilight. I was asleep, dreaming about... um... joining the Wonderbolts. Yeah, that's it." she quickly said.

"_Sure_." Twilight said, smiling. Then, she turned back to the task at hoof. "Listen, the Princess needs our help. Princess Luna has been kidnapped by Starscream." Twilight told her.

"That jerk. I'm gonna teach him a lesson. He won't be so tough when I fly through his chest!" Rainbow said.

"Rainbow, I understand your... enthusiasm to save the princess and apprehend Starscream, but right now we need to get the rest of our friends. Pinkie's outside, but Rarity, Fluttershy, and Applejack need to be rounded up." Twilight said.

"No problem, fastest flyer in Equestria, remember?" Rainbow Dash said.

The two exited the house to find Pinkie dangling onto the balloon.

"Pinkie!" Twilight said. "What happened?"

"Well, I was waiting for you, but then you took a long time, so then I started looking around, and then I started touching the clouds. They feel really soft! So then, I kept touching them, and then I almost fell out, but then I grabbed the side of the balloon, and then I waited, and then you came out, and then you asked me what happened, and then I said 'Well, I was waiting for you, but then you took a long time-"

"Okay Pinkie, we get it." Rainbow Dash said, as she scooped up her friend and put her back in the balloon. "Pinkie, anypony ever tell you there's something wrong with you?"

"Rainbow!" Twilight yelled. Sometimes the cyan pegasus could be a little insensitive.

"Yeah, all the time, why?" Pinkie said.

"No reason." Rainbow said.


	6. Old Acquaintances

Inside a cave stood a tall, lanky Transformer, with a single thin crest on his head, and visible plane wings, and a wiry, pointy female Transformer, with extra arms extending from her back. They were the Decepticons known as Starscream and Airachnid.

Right now, the two were standing over an unconscious prisoner. Princess Luna, the not-so-little princess of the Little Ponies. Of course, in the giant cave, with two Decepticons, she was relatively small. Despite being around the same size as a horse from Earth, to the Decepticons she stood about the way a dog would to human, not that they would ever treat her as kindly as a human treats their pet.

"D'awww." Starscream said, looking at the sleeping dark blue pony in the cage underneath him. She was snoring, and it was actually pretty adorable.

"Did you just 'D'awww'?" Airachnid asked, smirking.

"Well, you see," Starscream started. But even a master of deception, such as himself, was no match for someone blatantly hearing you 'D'awww' over a pony. "Um... yes. But you have to admit, when they're in power down, the Little Ponies are kind of cute."

Airachnid burst into thunderous laughter. She wiped a tear (leakage?) from her optic, and continued to taunt Ol' Screamy. "Cute? I never took you to be the type to go gaga over something '_cute_'." She put emphasis on the last word, as though it were a poison.

"Well, maybe cute was the wrong word. I meant... docile. Yes, docile." Starscream defended.

"Well, you didn't say _docile_, you said _cute_." Airachnid said, emphasizing the last word. She smirked. Oh, how fun it was to tease the arrogant Seeker.

Starscream continued, "I said cute, but I meant something else. I do not find ponies adorable in the least!" Starscream persisted. His wings were moving with his every word, and his brow-plates were curved angrily.

Airachnid was about to say something clever, when the two of them heard a large KATHOOM. Airachnid and Starscream looked at each other, armed their blasters, and walked warily towards the cave entrance.

Starscream and Airachnid exchanged another more glance. "Why now? Why did Autobots have to attack now? Couldn't they have waited a week or so, when we had the Equestrian military on our side?"

Airachnid rolled her eyes. She hated Starscream's tendency to be melodramatic, and how he always wallowed in self-pity. A few stray rocks hit her shoulder, and she dusted them off. 'Must have been shaken by the impact,' she thought.

Starscream continued. "We were so close! We could have destroyed them all. We could have restarted the Decepticons! We could have-"

"Shut up!" Airachnid said. "For all we know, they're just searching this rock for Energon. They might not even know we're here. But with all your talking, and 'woe is me' complaining, they'll find us for sure. Not to mention you basically said our entire plan out loud! So shut your mouth!"

Starscream rolled his eyes. "Jeez, Airachnid. Talk about a rage fit."

Airachnid fought back the overwhelming urge to rip out Starscream's Spark and make him look at it, but the thin 'Con was wearing down her patience.

They made their way outside, and didn't see anyone. Airachnid looked far west, and saw a dust cloud. It was nothing alarming. On the asteroid her and Starscream resided on, they saw dust storms a lot. Of course, this one seemed a bit different. It wasn't swirling in circles, but rather was just a single dust cloud. She looked around, and reasoned it was just a strange storm. After all, besides the strange shape it was completely normal. It enveloped a small area, it had a tank that was headed for them, it didn't trail into space, it... wait a tank was headed for them!

She turned to Starscream. "Take to the sky!" she yelled to him, as she transformed into her helicopter mode. She followed her own advice, and was soaring above the ground. Her rotors brought up a smaller cloud near Starscream.

"You can't give me orders!" Starscream coughed. "I am a former Decepticon L-" Starscream struggled to finish his sentence, as a purple tank slammed into him.

If her helicopter mode had a face, it'd be smiling right about now. "Serves you right!" she yelled down towards Starscream.

The tank started shifting its parts in a way familiar to both Airachnid and Starscream. They watched as the purple tank slowly changed into a one eyed robot. He had a blaster for a left arm, and two fins on his back. His head was rectangular, shaped a bit like a shoe box. On his chest was the emblazoned purple logo of the Decepticons. The night sky reflected off him, giving a slight glint.

Starscream stood up in looking at the horrific sight before him. "Shockwave! What are you doing here. I thought you were offline!" Starscream sounded more like a little girl than a fierce Decepticon.

The large Decepticon, Shockwave, looked at him. "I was offline. Somehow, a strange energy washed over myself, as well as all of Cybertron. I awoke to find that there were no other Decepticon life signals, other than the ones in my base." Shockwave did not at all change his (mono)tone, despite basically saying all his colleagues were dead. "Some Autobots busted in, and captured my fellow Decepticons. I used my experimental cloaking technology to escape their grasp, and continued my work. From what I could comb from the Autobots' dialogue, the war is over. I used my time to find any last Decepticon life signals, and when I found yours, I used an experimental aircraft I had created before my demise to get to this location. Now I ask, how are you two still online?" Shockwave said the last words a bit accusingly.

"Well, Shockwave. You see... I..." Starscream looked back at Airachnid. He saw her smile, and stopped trying to formulate his own lie. He shrugged, and let her take over.

"Starscream and I were at the Decepticon capital, Kaon, standing guard. The Autobots stormed us, and Starscream hid, amongst the protoforms."

"Hey!" Starscream interrupted. Shockwave seemed intrigued by this.

"Is this not what happened?" Shockwave asked. He crossed his arms. He had his doubts, but it did seem as though there weren't any other Decepticons left.

Starscream was about to say something when he realized he had no alternative story. He mumbled something, and resigned to let Airachnid have her fun. "Yes." he told Shockwave.

Airachnid smiled, and continued. "While Starscream ran with his rotors between his legs, I put up a valiant offensive. Unfortunately, the Autobots had backup from their new allies, the Little Ponies."

Shockwave made a disbelieving grunt, and looked at Airachnid. Or it seemed that way. You could never be sure with a cyclops. "Little Ponies?" he asked skeptically.

"Yes." Airachnid said. "Despite their small stature and unimposing looks, they are extremely deadly. They are not to be trifled with. The Autobots used the Ponies help to their advantage, and slaughtered everyone on site. Luckily, I was able to snuff out the Spark of a few, including one 'Tailgate'." Airachnid said proudly. "I grabbed Starscream and we left, to regroup and recover."

Starscream looked at her. "You forgot to tell him how I slagged Cliffjumper! Or how I nearly killed Prime!"

Airachnid looked at Starscream and smiled. "It didn't seem important." she said innocently.

Shockwave looked at them. Their story seemed illogical. Little Ponies, however powerful, could never defeat the Decepticons. He stepped forward.

"I do not believe your story." he said.

"What?!" Starscream asked. The fear and confusion in his voice was obvious.

"Little Ponies would not be capable of incapacitating Decepticons infantry troops, let alone the Decepticon lord.

"But it's true!" Starscream said. It was. Most of the story the told him was a load of malarkey, but the ponies defeating the 'Cons was true.

Airachnid stepped forward. "I recently did recon, and recover these files from the Autobot base. I recovered these data records of the Little Ponies, and their assistance in ending the war." This was also, technically, true. Starscream and Airachnid were on a roll.

Starscream looked at her pleadingly. Shockwave couldn't know the truth. He was deftly loyal to Megatron... er Megatronus, and he would never side with them over him.

Airachnid waved him off. She had removed any mention of Megatron still being alive and reformed from the record, expecting other situations like this one. Her preparedness had come in handy.

Shockwave looked over the record, and then put it down. Everything seemed to be true. The war was over, and the Autobots had been assisted by _Little Ponies._ Who would've thunk it?

"We need to mount a major strike against the Autobots." Shockwave said, in his cold, monotonous voice.

"What?!" Starscream asked. That seemed to be his catchphrase today.

"An offensive. The Autobots won't be expecting it, and I could cripple their forces."

Airachnid and Starscream exchanged glances. At this stage of their plans, an offensive was unthinkable. It would take another week, minimum, before they could even _think_ of attacking.

"Shockwave, Starscream and I already have a plan." Airachnid informed the robo-Spock.

He grabbed his chin... er the bottom of his head. "What would that plan be?"

Starscream stood proudly, ready to explain. "We have abducted Princess Luna, of the Little Ponies. We demand that her sister, Celestia, have her armies swear allegiance to the Decepticons as ransom."

"Why not have their queen provide the ransom?" Shockwave asked.

Airachnid and Starscream looked at each other (they seemed to be doing that a lot today). They had never questioned the Equestrian hierarchy. Although, in retrospect, it did seem a bit wierd that they had three princesses, but no queen.

"They don't have a queen. They have three, extremely powerful, Alicorn princesses, but no queen." Starscream said.

Shockwave shrugged this off and moved on to his next question. "If these ponies are so powerful, why have you not taken their princess, one of the most powerful of them, and made her your weapon?"

Starscream seemed flabbergasted. "We abducted her! I doubt she feels any connection with us!"

Shockwave laughed a bit. "That's where... experimentation come into play. Grab the princess, I have all the tools I need on my ship."

* * *

Luna awoke to see her abductors, as well as a new, one-eyed, Decepticon, standing over her. The one-eyed on seemed to be saying something. She leaned closer, and listened. He seemed to notice this, and turned to face her.

"Welcome to the Decepticons." he said, as he came closer to her with a needle containing purple liquid. She stared in abject horror.


	7. Grim Prospects

Grimlock walked over to the Autobot medical facility, like most other buildings on Cybertron, was ten times taller than the Earth equivalent. It was a metallic red and white, with an Autobot insignia on the front, and a red heart underneath.

Grimlock knocked on the door. From inside, he heard a few clangs, a sigh, and then footsteps. The door slid open, and Grimlock walked in. There he saw Ratchet, the Autobot medic, and one of the six Autobots to end the war. He had a paint job that resembled an Earth ambulance, a V shaped crest on his head, and a white streak trailing to the back of his head.  
"Hello, Doc Bot." Grimlock said, in his usual, drawn out way.

The red and white Bot raised an brow plate at the sight of the Dinobot. "Grimlock, what are you doing here?" he asked, a bit more grumpily than he meant to.

"ME GRIMLOCK BORED. ME GRIMLOCK WANT ACTION! DOC BOT CONTROL GROUND BRIDGE. DOC BOT SEND GRIMLOCK TO ACTION!"

Ratchet rolled his optics. "Grimlock, we've been over this! I can't send you into "action" unless there is some "action". The war is over, and there are only two Decepticons left in the known universe! Ergo, Doc Bot no send Grimlock to action." Ratchet moved his arms around in emphasis.

Grimlock growled. Not because of the explanation, it was a sound one, but because of how Ratchet said it. Grimlock's stunted vocabulary was the result of Shockwave's experiments. He did not appreciate it when others made fun of his speech impediment, but he never spoke up. After all, the leader of the Dinobots should be able to handle _a little teasing_, right?

Ratchet noticed the look on Grimlock's face, wondered what was wrong. He shrugged and figured Grimlock missed the action. Even if it had almost killed him. Several times.

Grimlock sighed. He decided to look around the room for something interesting to do. He saw a small buffer and decided to give himself a little more shine. It was a tiny machine, with a scrubbing piece attached to allow for extra cleaning. He walked over to the machine, and pressed a button. Unfortunately, Grimlock pressed the button a bit to hard, and the machine split in half. Grimlock looked around, saw Ratchet was preoccupied, and tossed it behind a large computer screen.

BEEP! BEEP! BEEP! An alarm suddenly sounded.

Grimlock immediately put his hands up. "ME GRIMLOCK NO BREAK BUFFER! ME GRIMLOCK SWEAR!"

Ratchet turned around and looked at Grimlock. "What?! That was the alarm. We have an incoming distress signal from Equestria. What was that you said about breaking a buffer?" Ratchet said.

"NOTHING!" Grimlock quickly said, in voice that was a bit loud, even for him.

"Riiiiight. Anyway, the ponies claim they have a problem." Ratchet said.

"AUTOBOTS NO NEED TO HELP LITTLE PONIES." Grimlock said, irritated at the idea of a mission with frilly ponies.

"Indeed, these ponies can hold their own. Usually. But their current problem is Cybertronian in origin. Apparently, one of our last two Decepticons is there." Ratchet pointed to the screen, which showed a Decepticon life signal, indicated by a blinking purple light on the otherwise completely green monitor.

"ACTION! FINALLY! DOC BOT SEND GRIMLOCK TO EQUELSIUM." Grimlock said.

"Equestria." Ratchet corrected.

"AQUARIUM."

"Equestria."

"RATCHET SEND GRIMLOCK TO PONY LAND!" Grimlock said, exasperated.

"Um... no. Grimlock, these ponies aren't used to aliens." Ratchet explained. "My team was only there as a last resort. I think it would be better to send Bots that they're more used to."

Grimlock sighed. "Fine," he muttered to himself.

* * *

After a few minutes (although if you asked Grimlock, he would say it was days) of waiting, Optimus Prime arrived.

Grimlock rolled his eyes (or he would've if not for the fact that his eyes were a visor).

"BEEP BOOP BEEP BOP BOP!"

Grimlock turned his head to see a familiar scout. He ran up to Bumblebee and they exchanged their usual warrior's greeting.

"GOLDBUG!" Grimlock called out.

Bumblebee beeped a few more times.

"GRIMLOCK OKAY. HOW YOU?" Grimlock asked.

Bumblebee beeped a few times.

Grimlock started laughing uproariously.

Bumblebee tapped Grimlock's shoulder, and then walked towards Optimus and Ratchet.

Grimlock frowned, a bit disappointed.

Bumblebee was one of the few Bots who understood Grimlock's predicament. During the war, Bumblebee's voicebox had been ripped out by Megatron, and as a result he could no longer speak normally. He could still communicate through beeps and such, but articulating his thoughts to a non Cybertronian was near impossible, save for Raf and Pinkie, neither of whom Grimlock had actually met.

It made Grimlock a little more appreciative, as he could at least say words, albeit simple ones. Of course, Bumblebee did have the advantage of being completely understood, while other Bots often weren't sure what Grimlock meant. Together, they provided each other with a bit of positive for the other. Grimlock had even taken to calling Bumblebee "Goldbug" as a nickname, although Bee pointed out that you'd have to be seriously malfunctioning to think that was a good name.

"Are you sure, Ratchet?"

Grimlock turned around. He had completely zoned out Optimus and Ratchet's conversation.

"Yes. The ponies wouldn't have called if we weren't needed. They've taken care of multiple threats both before and after our arrival."

"Alright, Bumblebee, let's Transform and Roll Out." Optimus said, as he begun to shift his gears.

"Ah ah ah! There will be no transforming, and no rolling! I just cleaned this floor!" Ratchet said.

Grimlock chuckled, amused someone else was on the receiving end of Ratchet's grumpiness. Grimlock didn't know where, but it it seemed as though someone had taught Ratchet how to _stare _things into submission.

Optimus looked towards Bumblebee, who shrugged. "Alright. Let's step through the Space Bridge, Bumblebee."

Ratchet pulled the lever, and soon a swirling vortex of blue and green appeared, and Optimus and Bumblebee disappeared into it.


	8. A (Not-So) Casual Meeting of Friends

Rarity happily trotted her way to the barn in Sweet Apple Acres. Her purple mane bobbed up and down a bit with each step, but not too much, because Rarity would never let her mane get crazy. She stood in front of the large red structure and sighed.

"Red is so last season. Next time Applejack has a barn raising she should consult me as designer."

In the barn she saw a familiar orange mare wearing a straw hat. She walked over to Applejack and tapped on her shoulder. Applejack turned around immediately, her hat almost falling off in the process.

"R-Rarity! What're you doin' here?" the orange mare asked, over dramatically.

"I'm here for our spa day. Last week you promised you would take some time away from your drab farm work for a relaxing day at the spa. Or did you forget?" Rarity said, raising an eyebrow.

"I-I can't. I have to... um, I'm sure there's something I-" Applejack started, before a white hoof was placed over her mouth.

"Applejack, you have a great many talents, but lying isn't one of them." Rarity said.

Applejack blushed. It was true. Lying was never her forte, she _was_ the Element of Honesty after all.

"You spend too much time with the chickens and apple trees. I am not leaving until you make good on your promise." Rarity said, steadying her footing (hoofing?).

"Fine." Applejack said, rolling her eyes.

"Wonderful! Let's go!" Rarity said, almost as excited as Pinkie.

The two started a slow trot over to the spa. Applejack looked over at Rarity.

"Ya know I coulda bucked you outta the barn if I wanted, right?"

* * *

Over at the spa Rarity pulled two reservations out of her saddle bag and gave them to the pink Earth Pony behind the counter. There was a slight clank as Rarity set her saddlebag down, she had quite a lot of bits.

Applejack looked around. The place was fancy, that was for sure. It had a lot of beds and even an indoor hot tub. It had a purple decor, and a few lamps hanging around.

"Ah, Miss Rarity! Right this way. And I see you have brought a friend!" the pink pony said, she had a fancy accent, but Applejack couldn't tell from where. Rarity probably knew.

"Yes, Aloe. This is Applejack. She was actually quite reluctant to come to the spa." Rarity answered, shooting Applejack an "I'm not gonna let that go" look.

"Well, trust me. After one visit here I guarantee you'll be hooked. That is why we offer a free first visit to friends of loyal customers. Step this way, Miss Applejack." Aloe motioned towards a door on her right.

"Just 'Applejack' will do, Aloe. And uh, what exactly is in that door?" Applejack asked, a bit curious.

"Well, as part of the promotion you get to try your friend's three favorite treatments: our facial, a soak in the hot tub, and a massage. Behind that door are the ingredients for the facial, and the chairs that you can sit in." Aloe said as she opened the door, revealing a room with about a dozen chairs and tons of bottles on shelves.

"Isn't this fun?" Rarity asked Applejack.

"Yeah, _fun_."

* * *

Applejack sat in her chair as Lotus, Aloe's sister and near identical twin, applied a thick, green paste onto Rarity and Applejack's faces. She then placed cucumbers on their eyes.

Rarity closed her eyes and began to relax. She soon felt her troubles begin to melt away. She was deep in-

"Hey Rarity! Why do we have cucumbers on our eyes? It seems like a waste of food." Applejack said.

Rarity grit her teeth a bit, but didn't do anything she would regret. After all, Applejack _was _just taking an interest in beauty care."Applejack, the cucumbers alleviate dryness, and get rid of unsightly bags under the eyes."

"Oh." Applejack said.

Rarity let her self drift off into relaxation again. She felt the waves of-

"Rarity! How come your always so prissy about mud when yer over at Sweet Apple Acres, but you just let 'em put it on yer face in the spa?"

Rarity once again grit her teeth. "Applejack, these masks are made of precious mud from the Macintosh mountains. Whereas the mud on your farm is made from dirt and rain. Do you understand the difference?"

"Not really. Mud is mud, no matter where it comes from." Applejack responded.

"It's just different, okay!" Rarity said, a little louder than she meant to.

"Okay, jeez."

Rarity sat in silence. Had she been to harsh? She should probably apologize. Applejack was just asking a q-

"How much longer do we have to wear these things, Rarity?"

"OH. MY. CELESTIA. APPLEJACK WOULD YOU PLEASE-"

"It's time to take the masks off, Miss Rarity." Lotus said, as she approached.

Rarity blushed. "Oh."

* * *

Lotus brought Rarity and Applejack to the hot tub. Rarity stepped in and sighed. This was exactly what she needed after Applejack ruined her facial. Then Applejack stepped in.

"This hot tub sure is relaxing." Applejack said.

"Yes, it is. This is my second favorite part."

"The water is just right."

"Yes, nothing could ruin this." Rarity said.

* * *

"Rarity I'm sorry." Applejack said.

"No no, it's fine." Rarity said. Shaking a bit of the water out of her coat.

"Listen, I didn't know I wasn't supposed to-"

"It's fine."

"It's just, I've never been to a spa. I didn't-"

"It'S. FINE. Now lets never speak of that again, agreed?"

Applejack sighed, handing Rarity a towel. "Agreed."

* * *

Once Rarity dried off (and gave Lotus a few extra bits to let them stay), her and Applejack were on to the last treatment: the deep muscle massage.

Applejack laid down on one bed, and Rarity on the other. Aloe stood over Applejack, rubbing a bit of massage oil on her pink hooves. Lotus did the same preparing to give Rarity her massage.

Aloe put her hooves onto Applejack's back and began kneading.

"Oh, you've worked up quite a few knots. Let me get those out for you." Aloe said.

Applejack tried to protest, but all too soon she had begun. Applejack felt her muscles loosen, and she let out a brief yelp, then closed her eyes. On the other side of the room, Rarity smiled.

* * *

Outside the spa, Rainbow Dash, Pinkie Pie, and Twilight Sparkle all walked towards the entrance.

"Are you sure she's at the spa? I don't wanna be seen here if I don't have to be." Rainbow Dash said.

"She's not at the Carousel Boutique, or at the fabric shop, or out gem hunting with Spike. Plus, it's Tuesday, Rarity's 'Spa Day'."

"Ooh! Do you think she's getting relaxed so later we can party?" Pinkie asked.

"Why would she get relaxed for a party, Pinkie?" Rainbow Dash asked.

"Because then she can get excited all over again, duh!"

Rainbow rolled her eyes. Then the door to the spa opened.

"Rarity we have big news! The fate of Equestria is in our hooves, again." Twilight said.

"Okay, let me just finish tipping Lotus. She did an exquisite job today." Rarity said, as she walked out.

She was followed by Applejack, who covered her face as she left.

Rainbow Dash looked over and immediately recognized the orange mare. "Applejack! _You _were at the spa?" Rainbow burst out laughing.

"Hey, I was only here as a favor to Rarity." Applejack answered.

"Whatever, _beauty queen_."

"But don't _you_ get a wing massage every Friday?" Rarity said from her position a few yards away.

Dash looked from side to side. "Umm, no." She then turned to Rarity. "You swore never to tell anypony about that!"

"Did she break a Pinkie Promise?" Pinkie asked.

"NO!" Rarity and Dash said in unison. You did NOT want to break a Pinkie promise. They both had repressed the last time it happened.

Rarity resumed talking to Twilight. Dash looked towards Pinkie, shrugged, and started talking to Applejack.

"So, wing massages." Applejack said, smugly.

"I just... SHUT UP!" Dash responded, a little more defensive than she meant to be.

"Okay, _beauty queen._"

"Oh that is it! You wanna-"

Twilight and Rarity walked over to their friends, and noticed Applejack and Rainbow Dash butting heads. That wasn't unusual, but they did not have time for it.

"Girls." Twilight said.

"And you never returned my hat."

"Girls." Twilight repeated, a bit irritated.

"And Tank still isn't walking right!"

"GIRLS!" Twilight screamed.

"What?" Rainbow Dash asked, as though she hadn't just been yelling her head off.

"Rarity and I have some information." Twilight said.

"Yeah, but ya didn't have to shout, Twi." Applejack said.

"I... you... GAH!" Twilight said in frustration.

"So what _is _the news you and Rarity have?" Pinkie asked, appearing from nowhere, as she was wont to do.

"Well, Rarity's agreed to go tell Fluttershy about our problem, and to bring her to Canterlot. Lets go girls!"

"Um, I still don't know what are mission is." Applejack said.

"Oh! Well, Princess-Luna-was-foalnapped-by-Starscream-and-now -we-need-to-rescue-her-but-we-can't-tell-anypony-o r-it'll-cause-a-panic! So-now-we-need-to-go-to-Canterlot-to-have-a-summit -with-Princess-Celestia-so-we-can-regroup-and-beat -Starscream's-meanie-robot-hiney!" Pinkie said, speaking a mile a minute.

"Anypony else wanna explain that?" Applejack asked.

"Luna's been foalnapped by Starscream, so we have to talk to Celestia." Rainbow responded.

Twilight looked at her friends. "Okay, now that everypony's been briefed: Let's go girls."

* * *

Fluttershy walked around her cottage. The yellow pegasus held a bag of lettuce in her muzzle. She set a few pieces into a bowl, then began chopping a tomato (which isn't easy when you have hooves). After about a minute, she had the tomato chopped, and put exactly two slices on top of the lettuce. Then, she added a cherry.

"Angel, your lunch is ready." she called.

The bunny in question scurried over to his bowl. He looked at it, turned his head, and then threw the tomato at Fluttershy's face. She wiped it off, and brushed her pink mane back with her hoof. This was going to take a while.

"That wasn't very nice, Angel." Fluttershy said.

Angel just stared at her. By now, Fluttershy new how stubborn Angel was, and how spoiled he was.

"Angel, I know you wanted the tomato cut into a flower, but mommy doesn't have magic." Fluttershy tried to reason with him.

Angel shook his paw at her, and then tossed the _bowl _at her face. This time Fluttershy ducked, whereas the bowl simply shattered on the ground.

"Angel, making a flower out of tomato isn't possible unless you're a unicorn. I've tried, Angel, but it doesn't work. Could you please eat you're lettuce?" Fluttershy pleaded.

Angel shook his head, and stared at her fiercely.

"Pleeeeeaaaase?" Fluttershy asked, drawing the word out longer this time.

Angel nodded 'no', and brought out a book called 'Tomato Flowers for Dummies'.

"Angel, mommy already read that book. The methods are very complicated. Are you sure you wouldn't like the tomato slices?" Fluttershy asked.

Most ponies would've given up trying to reason with the stubborn bunny, but Fluttershy was different. Her special talent was working with animals, and Angel wasn't even the most stubborn she'd worked with, as unbelievable as that sounded.

"Angel, if you won't eat the tomato as is, then you won't eat the tomato at all." Fluttershy said, firmly.

Angel looked at her. He tapped his foot a few times, and waited.

"Oh, okay. I'll see what I can do." Fluttershy said, realizing Angel had called her bluff.

Fluttershy trotted to the kitchen, but stopped short when she heard a knock on her door.

"Who is it?" Fluttershy asked, in her usual voice.

"It's Rarity." Fluttershy heard on her way to the door. She walked over and opened the door (it's strange how ponies can open doorknobs without thumbs, isn't it?).

"Good afternoon, Rarity. Please, come in and have a seat." Fluttershy said.

"Oh thank you, dear." Rarity said, as she walked in the house.

"Fluttershy, I have an urgent message from-" Rarity said, before getting a face full of tomato.

"Angel, I told you I would make the flower for you!" Fluttershy said, louder than usual but still not anything remotely close to a shout. "I'm so sorry, Rarity. I should've been paying better attention to Angel."

"It's no problem Fluttershy. This isn't the first time today I've been inconvenienced, and I doubt it will be the last." Rarity said. "Now, as I was saying, Princess Celestia needs us to-" Rarity continued, before taking another tomato to the face.

"Angel, I told you no! You go back in to your spot, and you wait for mommy! I'm still really sorry, Rarity." Fluttershy apologized.

"It's really no problem Fluttershy. I read in a beauty magazine that tomatoes are almost as good for the scalp as avocados. Now, back to the topic at hand. We need to get to Canterlot to-" Rarity started, before being hit with a tomato for the third time in five minutes.

Fluttershy had had it. She saw Angel snickering and walked up to him. "Angel Bunny! Mommy has company over and this is how you act? Now I'm not even going to try to make that tomato flower for you. Go sit in the corner and think about your actions mister." Fluttershy said, loud enough that it could, just barely, qualify for raising her voice.

Rarity's jaw was hanging open. She had never seen Fluttershy be so loud. Well, except for that one time at the Grand Galloping Gala, but none of her friends were completely themselves that day.

"Rarity, what were you trying to say?" Fluttershy asked.

"Well, Princess Celestia needs us to go to Canterlot because Luna's been foalnapped by Starscream." Rarity said, surprised to find a lack of tomato on her face.

"Oh, well, let's go get the others." Fluttershy said.

"It's already taken care of. Twilight has six tickets for the next train to Canterlot. Which is in," Rarity looked at the clock on Fluttershy's wall, "FIFTEEN MINUTES!"

"Fluttershy, we have to get to the Friendship Express in time. We need to leave. NOW." Rarity said.

"Okay, Rarity." Fluttershy said, as her and Rarity started galloping for the train. "Why is it so important that we take this train?"

"Because, Fluttershy, Twilight has first class tickets, and I WILL NOT TRAVEL BY COACH!" Rarity said, as though riding in coach was the most uncouth thing possible.

Rarity and Fluttershy galloped as fast as they could and reached the train with two minutes to spare. Their friends looked at them, confused.

"You *pant pant* see, Fluttershy? I *pant pant* told you we could get here in time." Rarity said.

"I never *pant pant* doubted you." Fluttershy responded.

Rainbow Dash walked up to them. "Hurry up slowpokes, or we'll miss the train."

Rarity shot Rainbow a look almost as bad as Fluttershy's stare.

"Okay, geez. What happened to you guys?" Rainbow asked.

"Don't *pant pant* wanna talk about it." Rarity said.

"Okay, whatever. Hey Rares, you got some tomato in your hair." Rainbow said, as they all stepped on the train.


	9. Reinforcements

Darkness filled the cave that Starscream, Airachnid, and Shockwave all stood in. It was a bit humid in the cave, but being non-organics, the three Decepticons didn't mind. Shockwave had started his tests earlier that same day, and had made sure that Princess Luna of Equestria was in a secure containment cell since then. The one eyed behemoth in question started to walk towards the force field he had set up halfway through the cave. It was a translucent blue, and one could clearly see Princess Luna on the other side, resting from whatever presumably horrendous tests the "good" doctor had put her through.

He looked at her. Her mane had lost the ethereal quality it had only a short while ago, and her wings were extremely battered. Her fur was matted with sweat, and her sides were bruised. Earlier, she had been put through rigorous physical tests, so Shockwave could gain information on his "test subject". She had initially fought back, that is, until Shockwave put his experimental shock collar around her neck. So far, the tests showed the second greatest raw power of any subject Shockwave had ever used. Hopefully, this trial would turn out better than his last failed attempt at a Decepticon super-soldier.

Shockwave turned his head (well, his box with an eye) towards Starscream. "Starscream, transport the vial of Dark Energon to me." he said to the lanky, stiletto toed 'Con.

Starscream looked at Shockwave with disbelief. "You must be out of your CPU! Giving Dark Energon to something that powerful?! She'll tear us apart! Not to mention, I AM NOT YOUR LACKEY!" Starscream said, speaking as much through words as complicated hand gestures.

Shockwave looked at Starscream for a second, then turned his head. "Airachnid, transport the vial of Dark Energon to me."

The sleek spider fembot grabbed the vial and handed it to Shockwave, while Starscream grumbled about what a bad idea this was, and how he was above all of this.

"This Dark Energon has been altered. I have put the DE through the refining process that most Energon was is through on Cybertron, as well as I taking an extra step further and isolating the CNA of Unicron. I have isolated genetic material of the Chaos Bringer himself, to make this Dark Energon extremely potent." Shockwave told the two Decepticons in the cave with him, and presumably the pony as well. The vial he held was a very small amount, about the rough equivalent of one gallon (not very much, considering that it was usually used by giant robots).

"I know what CNA is, Shockwave. I _was_ a scientist on Cybertron, you know. Do you really think you need to explain that to me?" Starscream asked.

"Frankly. Yes." Shockwave responded.

He plunged the vial into a tube, and connected the tube to a port on the console generating the energy field. The half of the cave Luna was inhabiting started to fill up with a purple smoke, and Shockwave turned on the systems monitoring her vitals. Her heart rate picked up a bit, but nothing too big seemed to happen.

"Starscream, enter the force field to attach this monitor to our test subject's horn." Shockwave said, holding an Alicorn-sized microchip (which was about half the size of a Cybertronian microchip) carefully between his fingers.

Starscream once again stared in disbelief. "I will not! I am LORD STARSCREAM, FORMER SECOND IN COMMAND TO MEGATRON, CURRENT LEADER OF THE DECEPTICONS." Starscream said, angry to be told to do such menial tasks _again_.

"There are only three Decepticons left." Airachnid pointed out. "And you're _not _our leader."

Starscream threw his arms up. "Even so, my second reason is valid. The ponies nearly wiped out our kind. They are extremely dangerous, _and_ they hate us. She would tear me apart if I walked in there."

Shockwave looked back at Starscream. "I am not asking you to go into the field. I am _telling_ you to. I am more competent then you, I have stayed in Megatron's good graces longer than you, and I _outrank_ you."

"I resent that remark." Starscream said, crossing his arms.

"More like you resemble that remark." Airachnid taunted, with her usual smirk.

"You offer nothing to this group that is not already offered by myself or Airachnid." Shockwave continued, as if the two side comments hadn't been said. "You have experience in battle with Autobots, and Airachnid has experience _terminating _Autobots. You were once a technician on Cybertron, I was _head of Megatron's technology division. _You managed to salvage a cave for yourself, _I __managed to hijack an interstellar ship from Autobot occupied Cybertron. _You will do as told, or be left to defend yourself from the Autobots. Is that understood, _subordinate_?" Shockwave finished, never changing his tone, despite the implications his statements held for Starscream.

"Y-Yes Lord Shockwave, I understand." Starscream grumbled, more like a child being forced to apologize than a former Decepticon Lord.

Starscream approached Shockwave, flinched, and then grabbed the microchip, walking through the portal.

"Are you sure this is safe?" Starscream asked, as he grabbed the chip.

"No." Shockwave said, honestly. "I have released a sedative into the field, but there is no guarantee it worked." With that, he pushed Starscream through the field and closed the entrance.

Starscream slowly approached the sleeping Pony Princess. He let out a d'aw at the sight of her sleeping (as he was wont to do) and attached the chip to her horn. The princess was as adorable as he remembered her being, but he didn't want to discover if she was as deadly. He patted her back, and felt her move a bit. He looked at her for a second, but when she didn't move again he started walking away.

Shockwave watched from outside. Starscream activated his comm.

"That wasn't too hard, Shockwave. Perhaps I exaggera- OH DEAR PRIMUS HELP ME!" Starscream said through the comm, as Luna awoke and pounced on him.

The stoic cyclops graced Airachnid with the rare scene of him chuckling at Screamy's misfortune. Airachnid tapped on his shoulder.

"Lord Shockwave, would you like me to help Starscream?" Airachnid asked, more out of need to look good than out of concern for the Seeker.

"No, let him learn." Shockwave said.

* * *

Luna pounded Starscream's face hard for about a minute, and then flew away.

Starscream got up, wiped the leaking Energon off his face, and started limping back towards the cave entrance.

"This isn't funny!" the battered Decepticon yelled. "The joke's on you anyway, Shockwave. You're going to have to take time away from your _precious project_, to patch me up. And Airachnid. Don't think I AAAAAAAHHHHHHHHH!" Starscream screamed like a little filly. Luna flew at speeds that would impress Rainbow Dash, straight through Starscream's leg.

"PLEASE! PLEASE, PRINCESS! HAVE MERCY! I'M SORRY ABOUT THE WHOLE TESTS THING, THAT WAS SHOCKWAVE'S IDEA! JUST PLEASE, PLEASE, DON'T HURT ME!" Starscream screamed, in a rather pathetic attempt at garnering mercy from Luna.

The Princess flew away again, leaving Starscream scared witless and paranoid about another attack. He started crawling towards the entrance, hoping Luna wouldn't return. His hope was false.

She flew back, and bucked him in the air, before impaling him on her horn.

"AIRACHNID, HELP ME! IN WILL RUIN YOUR ALLIANCE WITH SHOCKWAVE! IF I GO OFFLINE, SO DO YOU!" Starscream shouted through his comm hoping to get a response.

His response to Airachnid jumping through the air, kicking Luna, and picking him up.

"Um... Thank you?" Starscream said.

"This isn't for you. I'm saving your hide so that you can tell Shockwave you were bluffing. You got that?" She said, looking at Starscream murderously.

"Y-Yes. Very much." he said, almost wanting to go back to Luna.

Airachnid walked all the way out with Starscream, and set him on the medical table. Starscream's optics filled with terror as he noticed that the field was still open, and that Luna was barreling straight out of it.

He grabbed the extra leg on the table, snapped it into place (while yelping loudly), and pushed Airachnid into the path of Luna.

He then began running away as fast as he could. "Oh, wait. I'm a jet." he said, as he transformed. Flying away, while Airachnid and Shockwave were presumably being torn apart.

He then glanced back and noticed that Airachnid and Shockwave were both completely unharmed, and Luna was missing.

"She must have gone home." he said to himself, before feeling four hooves slam into his back sending him onto the ground.

"WHY IS IT ALWAYS ME?!" he screamed as Luna continued to beat him up.

Shockwave ran out, and raised his gun, ready to take Luna down, when Luna did the unexpected and stood down.

Shockwave grabbed the lower part of his head that roughly equated to his chin. "Hmm?"

Luna walked up to him, and _bowed_.

"I am sorry, Lord Shockwave. I just really don't like him." Luna said.

"Hey!" Starscream shouted weakly.

Shockwave patted her lightly. "That is not unusual, my creation. None of us do."

"Hey!" Starscream shouted once again.

* * *

After a short while, Starscream had been sent to the medical bay and Luna formally welcomed to the Decepticons.

"We'll have to make you more menacing." Airachnid said. "A sparkly pony doesn't exactly instill fear the way, say, a spider does."

"I beg to differ." Starscream said through the mask of his life support.

Everypony ignored him.

"I am inclined to agree with Airachnid, Luna. Intimidation can be a valuable asset." Shockwave said.

"Then allow me to slip into something a bit more frightening." Luna said. A flash of light later, and she had on a dark blue helmet, as well as several pieces of armor with the same coloring. Her coat had changed from navy blue to black. Shockwave and Airachnid looked impressed.

Luna smiled evilly. "It's time for the return of Nightmare Moon."


End file.
